SEC Form 4 · accession 0000921895-18-000577
DITECH HOLDING Corp · DHCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
Baker Street Capital Management, LLC
10% Owner
Vadim Perelman
10% Owner
Baker Street Capital L.P.
10% Owner
Baker Street Capital GP, LLC
10% Owner
Period of report
Feb 9, 2018
Accepted (ET)
Feb 13, 2018 · 7:05 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001040719
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 7,314 | D | ||
| Common StockF1,F2,F3 | holding | — | — | — | 416,842 | I | By: Baker Street Capital L.P. | |
| Common StockF1,F2,F4 | holding | — | — | — | 76,897 | I | By: Baskerville SPV, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Warrants | $20.63 | Feb 9, 2018 | A | 12,461 | A | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 12,461 | 12,461 | D |
| Series B Warrants | $28.25 | Feb 9, 2018 | A | 9,887 | A | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 9,887 | 9,887 | D |
| Series A WarrantsF3 | $20.63 | Feb 9, 2018 | A | 710,171 | A | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 710,171 | 710,171 | I |
| Series B WarrantsF3 | $28.25 | Feb 9, 2018 | A | 563,506 | A | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 563,506 | 563,506 | I |
| Series A WarrantsF4 | $20.63 | Feb 9, 2018 | A | 131,008 | A | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 131,008 | 131,008 | I |
| Series B WarrantsF4 | $28.25 | Feb 9, 2018 | A | 103,952 | A | Feb 9, 2018 | Feb 9, 2028 | Common Stock | 103,952 | 103,952 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Baker Street Capital L.P. ("BSC LP"), Baskerville SPV, L.P. ("Baskerville SPV"), Baker Street Capital GP, LLC ("BSC GP"), Baker Street Capital Management, LLC ("Baker Street Capital Management") and Vadim Perelman (collectively, the "Reporting Persons"). Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
- F2On February 9, 2018 (the "Effective Date"), the Issuer's Amended Prepackaged Plan of Reorganization (the "Plan") became effective, and the Issuer emerged from bankruptcy proceedings. On the Effective Date, all outstanding shares of the Issuer's common stock, par value $0.01 per share ("Old Common Stock") and all rights of any holder in respect thereof were cancelled and extinguished. Pursuant to the Plan, on the Effective Date, each holder of Old Common Stock (including the Reporting Persons) received, in respect of one share of Old Common Stock (i) 0.05689208 shares of new common stock, par value $0.01 per share ("Common Stock"), (ii) 0.09692659 Series A Warrants to purchase an equivalent number of shares of Common Stock, and 0.07690920 Series B Warrants to purchase an equivalent number of shares of Common Stock, in all cases, subject to rounding with no fractional shares or warrants issuable. Such transaction was involuntary and in accordance with the terms of the Plan.
- F3Represents securities owned directly by BSC LP. BSC GP, as the general partner of BSC LP, may be deemed to beneficially own the securities owned by BSC LP. Baker Street Capital Management, as the investment manager of BSC LP, may be deemed to beneficially own the securities owned by BSC LP. Mr. Perelman, as the managing member of each of BSC GP and Baker Street Capital Management, may be deemed to beneficially own the securities owned by BSC LP.
- F4Represents securities owned directly by Baskerville SPV. BSC GP, as the general partner of Baskerville SPV, may be deemed to beneficially own the securities owned by Baskerville SPV. Baker Street Capital Management, as the investment manager of Baskerville SPV, may be deemed to beneficially own the securities owned by Baskerville SPV. Mr. Perelman, as the managing member of each of BSC GP and Baker Street Capital Management, may be deemed to beneficially own the securities owned by Baskerville SPV.